Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?

Yes No

O

Did you have $1 billion or more in assets on the last day of your most recent fiscal year?

Yes No

Item 2 SEC Registration

To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through
2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you
are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides
information to help you determine whether you may affirmatively respond to each of these items.
:

You (the adviser)

(1)

are a large advisory firm

(2)

are a mid-sized advisory firm

(3)

have your principal office and place of business in Wyoming

(4)

have your principal office and place of business outside the United States

(5)

are an investment adviser (or sub-adviser) to an investment company registered under the Investment Company Act of 1940

(6)

are an investment adviser to a company which has elected to be a business development
company

(7)

are a pension consultant with respect to assets of plans having an aggregate value of at least
$200,000,000 that qualifies for the exemption in rule 203A-2(a)

(8)

are a related adviser under rule 203A-2(b)

(9)

) are a newly formed adviser relying on rule 203A-2(c) because you expect to be eligible for SEC
registration within 120 days;

(10)

are a multi-state adviser that is required to register in 15 or more states and is relying on rule
203A-2(d);

(11)

are an Internet adviser relying on rule 203A-2(e);

(12)

have received an SEC order exempting you from the prohibition against registration with the
SEC;

(13)

are no longer eligible to remain registered with the SEC.

SEC Reporting by Exempt Reporting Advisors

(1)

qualify for the exemption from registration as an adviser solely to one or more venture capital
funds;

(2)

qualify for the exemption from registration because you act solely as an adviser to private funds
and have assets under management in the United States of less than $150 million;

(3)

act solely as an adviser to private funds but you are no longer eligible to check box 2.B.(2)
because you have assets under management in the United States of $150 million or more.

State Securities Authority Notice Filings and State Reporting by Exempt Reporing Advisors

C

Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy
of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition,
exempt reporting advisers may be required to provide state securities authorities with a copy of reports and
any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to
the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to
the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the
box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports
you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports
from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).

Item 3 Form of Organization

A

How are you organized:

Limited Partnership

B

In what month does your fiscal year end each year?

DECEMBER

C

Under the laws of what state or country are you organized?

DE United States

Item 5 Information About Your Advisory Business

A

Approximately how many employees do you have? Include full- and part-time employees but do not
include any clerical workers.

6

B (1)

Approximately how many of the employees reported in 5.A. perform investment advisory functions
(including research)?

5

(2)

Approximately how many of the employees reported in 5.A. are registered representatives of a brokerdealer?

0

(3)

Approximately how many of the employees reported in 5.A. are registered with one or more state
securities authorities as investment adviser representatives?

0

(4)

Approximately how many of the employees reported in 5.A. are registered with one or more state
securities authorities as investment adviser representatives for an investment adviser other than you?

0

(5)

Approximately how many of the employees reported in 5.A. are licensed agents of an insurance
company or agency?

0

(6)

Approximately how many firms or other persons solicit advisory clients on your behalf?

0

Clients

C (1)

To approximately how many clients did you provide investment advisory services during your most
recently completed fiscal year?

0

(2)

Approximately what percentage of your clients are non-United States persons?

0

D (1)

What types of clients do you have? Indicate the approximate percentage that each type of client
comprises of your total number of clients. If a client fits into more than one category, check all
that apply.

(a)

Individuals (other than
high net worth individuals)

(b)

High net worth individuals

(c)

Banking or thrift institutions

(d)

Investment companies

(e)

Business development companies

(f)

Pooled investment vehicles (other than
investment companies)

(g)

Pension and profit sharing plans
(but not the plan participants)

(h)

Charitable organizations

(i)

Corporations or other businesses
not listed above

(j)

State or municipal government entities

(k)

Other investment advisers

(l)

Insurance companies

(m)

Other:

D (2)

Indicate the approximate amount of your regulatory assets under management (reported in Item 5.F.
below) attributable to each of the following type of client. If a client fits into more than one category,
check all that apply

(a)

Individuals (other than
high net worth individuals)

(b)

High net worth individuals

(c)

Banking or thrift institutions

(d)

Investment companies

(e)

Business development companies

(f)

Pooled investment vehicles (other than
investment companies)

(g)

Pension and profit sharing plans
(but not the plan participants)

(h)

Charitable organizations

(i)

Corporations or other businesses
not listed above

(j)

State or municipal government entities

(k)

Other investment advisers

(l)

Insurance companies

(m)

Other:

Compensation Arrangements

E

You are compensated for your investment advisory services by (check all that apply):

(1)

A percentage of assets under your management

(2)

Hourly charges

(3)

Subscription fees (for a newsletter or periodical)

(4)

Fixed fees (other than subscription fees)

(5)

Commissions

(6)

Performance-based fees

(7)

Other

Regulatory Assets Under Management

F (1)

Do you provide continuous and regular supervisory or management services to securities
portfolios?

Yes No

F (2) (a)

If yes, what is the amount of your regulatory assets under management? Discretionary

882458299.0

F (2) (b)

If yes, what is the amount of your regulatory assets under management? Non-Discretionary

0.0

F (2) (c)

If yes, what is the amount of your regulatory assets under management? Total

0.0

F (2) (d)

If yes, what is the total number of accounts? Discretionary

10

F (2) (e)

If yes, what is the total number of accounts? Non-Discretionary

0

F (2) (f)

If yes, what is the total number of accounts? Total

10

Advisory Activities

G

What type(s) of advisory services do you provide? Check all that apply.

(1)

Financial planning services

(2)

Portfolio management for individuals and/or small businesses

(3)

Portfolio management for investment companies (as well as “business development companies”
that have made an election pursuant to section 54 of the Investment Company Act of 1940)

bank (including a separately identifiable department or division of a bank)

(8)

trust company

(9)

registered municipal advisor

(10)

registered security-based swap dealer

(11)

major security-based swap participant

(12)

accountant or accounting firm

(13)

lawyer or law firm

(14)

other financial product salesperson

B (1)

Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment
advice)?

Yes No

B (2)

If yes, is this other business your primary business?

Yes No

B (3)

Do you sell products or provide services other than investment advice to your advisory clients?

Yes No

Item 7 Financial Industry Affiliations and Private Fund Reporting

A

This part of Item 7 requires you to provide information about you and your related persons, including
foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under
common control with you.
You have a related person that is a (check all that apply):

(1)

broker-dealer, municipal securities dealer, or government securities broker or dealer

Item 8 Participation or Interest in Client Transactions

Do you or any related person: buy securities for yourself from advisory clients, or sell securities you own to
advisory clients (principal transactions)?

Yes No

(2)

Do you or any related person: buy or sell for yourself securities (other than shares of mutual funds) that you
also recommend to advisory clients?

Yes No

(3)

Do you or any related person: recommend securities (or other investment products) to advisory clients in
which you or any related person has some other proprietary (ownership)
interest (other than those mentioned in Items 8.A.(1) or (2))?

Yes No

B. (1)

Do you or any related person: as a broker-dealer or registered representative of a broker-dealer, execute
securities trades for brokerage customers in which advisory client securities
are sold to or bought from the brokerage customer (agency cross transactions)?

Yes No

(2)

Do you or any related person: recommend purchase of securities to advisory clients for which you or any related
person serves as underwriter, general or managing partner, or purchaser representative?

Yes No

(3)

recommend purchase or sale of securities to advisory clients for which you or any
related person has any other sales interest (other than the receipt of sales
commissions as a broker or registered representative of a broker-dealer)?

Yes No

C

Do you or any related person have discretionary authority to determine the:

(1)

securities to be bought or sold for a client’s account?

Yes No

(2)

amount of securities to be bought or sold for a client’s account?

Yes No

(3)

broker or dealer to be used for a purchase or sale of securities for a client’s account?

Yes No

(4)

commission rates to be paid to a broker or dealer for a client’s securities
transactions?

Yes No

D

If you answer “yes” to C.(3) above, are any of the brokers or dealers related persons?

Yes No

E

Do you or any related person recommend brokers or dealers to clients?

Yes No

F

If you answer “yes” to E above, are any of the brokers or dealers related persons?

Yes No

G (1)

Do you or any related person receive research or other products or services
other than execution from a broker-dealer or a third party (“soft dollar benefits”) in
connection with client securities transactions?

Yes No

(2)

If "yes" to G.(1) above, are all the “soft dollar benefits” you or any
related persons receive eligible “research or brokerage services” under section
28(e) of the Securities Exchange Act of 1934?

Yes No

H

Do you or any related person, directly or indirectly, compensate any person for
client referrals?

Yes No

I

Do you or any related person, directly or indirectly, receive compensation from any
person for client referrals?

Yes No

Item 9 Custody

A (1)

Do you have custody of any advisory clients’ cash or bank accounts?:

Yes No

(2)

Do you have custody of any advisory clients’ securities?:

Yes No

(2) (a)

If you checked “yes” to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities for which you have custody:

15590500.0

(2) (b)

If you checked “yes” to Item 9.A.(1)(a) or (b), what is the total number of clients for which you have custody::

2

B (1)

In connection with advisory services you provide to clients, do any of your related persons have
custody of any of your advisory clients’ cash or bank accounts?:

Yes No

(2)

In connection with advisory services you provide to clients, do any of your related persons have
custody of any of your advisory clients’ securities?:

Yes No

(2) (a)

If you checked “yes” to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities for which your related persons have custody:

445451000.0

(2) (b)

If you checked “yes” to Item 9.A.(1)(a) or (b), what is the total number of clients for which your related persons have custody::

8

C

If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:

(1)

A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.

(2)

An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools.

(3)

An independent public accountant conducts an annual surprise examination of client funds and securities.

(4)

An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities.

D

Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients?

(1)

you act as a qualified custodian

Yes No

(2)

your related person(s) act as qualified custodian(s)

Yes No

E

If you are filing your annual updating amendment and you were subject to a surprise examination by an
independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced:

F

If you or your related persons have custody of client funds or securities, how many persons, including,
but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients?

3

Item 10 Control Persons

A

Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?

Yes No

Item 11 Disclosure Information

Do any of the events below involve you or any of your supervised persons?

Yes No

A. (1)

In the past ten years, have you or any advisory affiliate: been convicted of or pled guilty or nolo contendere (“no contest”) in a
domestic, foreign, or military court to any felony?

Yes No

A. (2)

In the past ten years, have you or any advisory affiliate: been charged with any felony?

Yes No

B. (1)

been convicted of or pled guilty or nolo contendere (“no contest”) in a domestic,
foreign, or military court to a misdemeanor involving: investments or an
investment-related business, or any fraud, false statements, or omissions,
wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion,
or a conspiracy to commit any of these offenses?

Yes No

B. (2)

been charged with a misdemeanor listed in Item 11.B.(1)?

Yes No

C

Has the SEC or the Commodity Futures Trading Commission (CFTC) ever:

(1)

found you or any advisory affiliate to have made a false statement or omission?

Yes No

(2)

found you or any advisory affiliate to have been involved in a violation of SEC
or CFTC regulations or statutes?

Yes No

(3)

found you or any advisory affiliate to have been a cause of an investment-related
business having its authorization to do business denied, suspended, revoked, or
restricted?

Yes No

(4)

entered an order against you or any advisory affiliate in connection with
investment-related activity?

Yes No

(5)

imposed a civil money penalty on you or any advisory affiliate, or ordered you
or any advisory affiliate to cease and desist from any activity?

Yes No

D

Has any other federal regulatory agency, any state regulatory agency, or any foreign
financial regulatory authority:

(1)

ever found you or any advisory affiliate to have made a false statement or
omission, or been dishonest, unfair, or unethical?

Yes No

(2)

ever found you or any advisory affiliate to have been involved in a violation of
investment-related regulations or statutes?

Yes No

(3)

ever found you or any advisory affiliate to have been a cause of an investment-
related business having its authorization to do business denied, suspended,
revoked, or restricted?

Yes No

(4)

in the past ten years, entered an order against you or any advisory affiliate in
connection with an investment-related activity?

Yes No

(5)

ever denied, suspended, or revoked your or any advisory affiliate’s registration or
license, or otherwise prevented you or any advisory affiliate, by order,
from associating with an investment-related business or restricted your or any
advisory affiliate’s activity?

Yes No

E

Has any self-regulatory organization or commodities exchange ever:

(1)

found you or any advisory affiliate to have made a false statement or omission?

Yes No

(2)

found you or any advisory affiliate to have been involved in a violation of its
rules (other than a violation designated as a “minor rule violation” under a plan
approved by the SEC)?

Yes No

(3)

found you or any advisory affiliate to have been the cause of an investment-
related business having its authorization to do business denied, suspended,
revoked, or restricted?

Yes No

(4)

disciplined you or any advisory affiliate by expelling or suspending
you or the advisory affiliate from membership, barring or suspending you or
the advisory affiliate from association with other members, or otherwise
restricting your or the advisory affiliate’s activities?

Yes No

F

Has an authorization to act as an attorney, accountant, or federal contractor granted
to you or any advisory affiliate ever been revoked or suspended?

Yes No

G

Are you or any advisory affiliate now the subject of any regulatory proceeding that
could result in a “yes” answer to any part of Item 11.C., 11.D., or 11.E.?

Yes No

H (1)

Has any domestic or foreign court:

(a)

in the past ten years, enjoined you or any advisory affiliate in connection with any
investment-related activity?

Yes No

(b)

ever found that you or any advisory affiliate were involved in a violation of
investment-related statutes or regulations?

Yes No

(c)

ever dismissed, pursuant to a settlement agreement, an investment-related
civil action brought against you or any advisory affiliate by a state or foreign
financial regulatory authority?

Yes No

(2)

Are you or any advisory affiliate now the subject of any civil proceeding that could
result in a “yes” answer to any part of Item 11.H(1)?